Revenge of the Quintessons!
by Knockout Starscream
Summary: When the Quintessons show up on Cybertron and make a deal with the new Counsel will the Autobots be able to stop them? Rated T to be safe.
1. Chapter 1 Compromised

Chapter 1 Compromised.

It was just another day at the scrapyard the team was just hanging out and relaxing because there had been no Deceptaicon activity in a while so they were all taking easy. When suddenly they got a transmission from Optimus Prime.

"Hi Optimus how is everything with the Counsel going?" Bumblebee asked him.

"Not so well the situation has taken a very grave turn." Optimus replied. "The Quintessons are on Cybertron."

"They came claiming they've changed and the Counsel welcomed them to our planet after everything they did to us in the past." Ratchet cut in not sounding a bit happy about the situation.

"What the Quintessons." Said Bumblebee. "But the Quintessons can't be trusted they must be up to something?" "What is the Counsel thinking?"

"Their not." Said Arcee who had been standing behind Optimus and Ratchet. "The Counsel is going to end up dooming our home all over again."

"We have managed to get someone on the inside to get us information on what the Counsel is up to." Ratchet told them. "The Counsel wanted a medic so Knock Out took the job and he's been spying for us."

"Unfortunately I haven't been able to get very much information because I'm not aloud in the counsel room unless there's a medical emergency other then that I have to stay in the med bay." Explained Knock Out who was also with Optimus's group.

"How do we know your telling us everything Knock Out and that your not holding something back?" Said Arcee.

"What do you mean?" Asked Knock Out. "The only reason I haven't been giving any information is because I can't get any to give without being compromised."

"You didn't switch sides because you wanted to be an Autobot you did it because you wanted to be on whatever side came out on top." Arcee told him. "Face it you'll just do anything to save yourself."

"That's not ture!" Huffed Knock Out. "Now if you'll all excuse me I have a mission to finish!" And with that he walked out of the base, transformed and drove off.

"Arcee Knock Out is doing the best he can." Optimus told her.

"Yeah that was cold." Said Bumblebee who was still on the line.

"I'm sorry I really didn't mean for that to come out it's just this whole situation is getting to me and I'm still not quite sure of Knock Out's loyalty." Said Arcee. " "But that's no reason to take it out on him."

"Better go see if you can catch him." Suggested Bumblebee who was still on the screen.

"Actually that would be a bad idea he was just here on his break so he's heading back to work and if anyone saw him talking to Arcee or anyone else from our team it would blow his cover." Ratchet explained. "And he could probably use time to cool off because he seemed pretty upset."

"I'll apologise the next time I see him." Said Arcee.

"Bumblebee we need your team to come help us with this Quintesson situation something tells me we'll need all the help we can get to deal with them and the Counsel." Optimus said to him.

"We'll come help as soon as we get transportation." Bumblebee replied.

"Wheeljack and Bulkhead are already on their way with a ship." Said Ratchet.

"Great we'll be waiting for them." Bumblebee told him with a smile it would be nice to see Cybertron again and his team would return to Earth after helping Optimus's team get things on Cybertron under control.

* * *

Meanwhile Knock Out was in the med bay at the Counsel building and noticed no one was there now would be a good time to do some poking around in the computer database so he went to the computer room and started looking at fillies hoping no one would walk in and catch him. What he found shocked him.

According to what he found in the database the Counsel had struck a deal with the Quints that if they left Cybertron alone they would help them take over the rest of the universe starting with Earth. "No I've got to warn the others." Knock Out whispered to himself. Then he managed to sneak back out without anyone seeing him. Or so he thought. Little did he know a camera caught his every move.

A few hours later Knock Out was on his way back to base he had just gotten off and hadn't made it out of Iacon yet when he noticed a mech who looked like an Insecticon of some kind at the side of the road setting in the fetal position like he was sick or injured.

"Hey what's the trouble there?" Asked Knock Out as he changed from his vehicle mode back to his cybertronian one. "I might be able to help I'm a medic."

The other bot didn't reply he just hugged himself as if in pain. which worried Knock Out. So he approached the other bot to have a look at him and make sure it wasn't serious. After getting a little closer he noticed this Insecticon was more spider like.

Knock Out didn't like spiders for one thing they reminded him of Arachnid. But as a medic he knew Doctors can't choose their patients and this wasn't Arachnid for one thing it was a mech not a femme. And helping him would be the right thing. And Knock Out didn't want to discriminate him because of what Arachnid did. Which this mech had nothing to do with.

"Hey are you OK?" Knock Out asked again putting his hand on the other transformers shoulder.

"Yes now I'm just fine!" The other mech hissed as a sinister smile crossed his faceplate.

Suddenly fearing for his own wellbeing Knock Out started to back away only for the other mech to grab his servo.

"Hey let go of me!" Scream Knock Out as he managed to break free from the spiderbot's grip by kicking him then started to run. Only for the mech to transform in to a tarantula and shoot webs at him that wrapped around his legs causing him to fall to the ground.

Knock Out was going crazy trying to free himself only for the other mech's tarantula mode to shoot him with more webs. "Why?" "Why are you doing this to me?" Knock Out managed to whimper.

"I'll tell you when you wake up." Said the tarantula.

Knock Out struggled against the webs that held him as the tarantula crawled over him then he felt a sharp pain in his right arm and didn't know what the other mech did to it. Then the tarantula hit him hard across the helm and Knock Out knew no more.

* * *

Knock Out came to a few hours later and realized he was strapped to a table. He felt sick and was having trouble focussing he didn't really even need to be restrained because he could tell he was paralyzed from something and couldn't move anyway.

"Well I see you've decided to join us." Said the tarantula. "My name is Tarantulaus and your going to be here for awhile so you should get comfortable on that table because you won't be leaving it anytime soon."

"Why did you bring me here?" Moaned a weak and terrified Knock Out.

"Because the Counsel and Quintessons ordered me to keep you out of the way after one of their cameras caught you snooping around." Tarantulaus told him. "I gave you just enuff cyber venom to make you miserable the paralysis will wear off in a little while that why you've been restrained but you'll be sick for about a week before I'll have to give you another dose."

"You won't get away with this." Huffed Knock Out.

"I'm afraid there no one to stop us." Said a Quintesson who was also there.

"Now tell us who sent you." Ordered Tarantulaus.

"Never!" Hissed Knock Out. "I won't betray my friends!"

"How noble." "But I'm afraid you have no choice." Said the Quintesson. "Now prepare the chronic psychic patch."

Knock Out's optics widened in horror as they hooked him up to the patch and the next thing he knew he was forced into stasis.

 **To Be Continued.**

 **"That's all for the first chapter hope you enjoyed it so far how's Knock Out gonna get out of this one?" "Don't know how long this one is going to be the Quintessons are very hard to wright so I'm making this one up as I go." "Hope you like it." "Please feel free to send feedback and let me know if I missed any spelling errors."**


	2. Chapter 2 Help Me

Chapter 2 Help Me!

Knock Out woke up still strapped to the table. And still feeling sick from the cyber venom. He could tell the paralysis had worn off but he was restrained so there was still no way of escape. Even if he could move and get free he was having so much trouble focusing he wouldn't be able to find the way out. And didn't even know where he was being held.

And there was no telling how much info the Quintessons and the Counsel now had on the Autobots after poking around in his head. He had to find some way to warn them. Knock Out noticed he was alone he had to figure out some way to get free and find a way out of here to help his friends.

Then he realized Tarantulaus hadn't deactivated his weapons apparently he thought Knock Out would feel to sick to use them. This was his way out. Knock Out activated his saw. Then cried out in pain as he found out the hard way Tarantulaus had positioned him in a way that he couldn't use his saw to get free without hurting himself in the process.

But Knock Out did it anyway and got free then fell and was suddenly up close and personal with the floor. He felt pain in his side that he had been forced to saw into to get loose. And there was now a large amount of energon leaking from it.

He was now fighting back the urge to scream in agony. And his helm was spinning from the cyber venom. Knock Out struggled to his feet and then leaned against the wall for support. He saw upon making it to a hallway he was still in the Counsel building. Knock Out felt sick and in pain and was desperately trying not to collapse. Only to do just that when he got to the exit.

Another mech was coming. "Help me!" Knock Out managed to moan with pleading optics.

"Wow buddy what happened?" Asked the gray and brown mech with concern. "You look terrible."

"Please you have to!.." Knock Out was suddenly cut off by Tarantulaus using a sedation chip on him causing him to pass out.

"You saw nothing!" He hissed at the other transformer before dragging Knock Out back inside.

"OK I won't tell anyone just don't hurt me!" Said the mech before running off terrified by what he just witnessed. "Oh man why does this stuff happen to me?"

* * *

After he dragged Knock Out back to his lab Tarantulaus strapped him back to the table and put new restrains on him then deactivated his weapons so he wouldn't get loose again. And put webs over his wound but just to make sure he didn't bleed out because he wanted Knock Out alive because he was planning to use him for something.

Then suddenly Knock Out woke up with a start. "No!" He yelled after realizing he'd been recaptured. He kept repeating it with sad optics he had been so close to escaping only to be caught again.

"Someone's been a bad bot!" "Now I'll make sure you don't try to get away again!" Tarantulaus scream at Knock Out as he slapped the red mech several times in the face.

Then they heard someone outside in the hall of the counsel building Knock Out started to yell for help. But as if reading his thoughts and knowing what he was going to do Tarantulaus put webs over his mouth as a gag.

Then Tarantulaus went out to see who was in the hall. It was Strongarm and Bumblebee. Bumblebee and his team had just arrived on Cybertron the night before. "This area is restricted." Tarantulaus told them. "Can I help you with something?" He asked.

"Yes Cybertron Police we're looking for a missing bot." Said Strongarm. "Knock Out a medic who works here never returned to his home last night."

"Well that is unfortunate he never showed up to work today I do hope nothing's happened to him." Said a Quintesson who suddenly came over to them. "I actually remember him saying something about an emergency call from near the Sea of Rust you don't think he could have been in an accident do you?"

Then they heard what sounded like banging. It was actually Knock Out banging himself against the table trying to get them to find him. Tarantulaus quickly used his webs to pull a mech who was walking through the hall down and making him bang his helm on the floor. "By the Allspark he's fainted!" Yelled Tarantulaus.

Bumblebee and Strongarm ran over to the mech to see if he was ok. "Are OK?" They both asked at once.

"Waspinator walking and Waspinator fall down." Said the mech who happened to be Waspinator. "What is going on there's two of everyone."

"He's seeing double." Strongarm exclaimed.

"Yeah we better get him to Ratchet." Bumblebee told them. "We'll be back later." He said as he and Strongarm helped Waspinator out the door and left to take him to Ratchet.

As soon as they were gone Tarantulaus went back in his lab and hit Knock Out's wound making his optics widen in pain. Then he pulled the webs off his face.

"When we used the patch on you I saw something in your processor that interests me." Tarantulaus told Knock Out.

"Oh really?" Knock Out deadpanned to spite being in a world of pain and still feeling very ill.

"Yes I saw someone I know in your memories." Tarantulaus explained. "Now tell me what became of my sister Arachnid?"

"Your sister?" Knock Out said in shock. "She killed my best friend." "No wonder your so psychotic it must run in the family."

"What happened to her?" Asked Tarantulaus.

"I don't know or care." Groaned Knock Out. "I'm pretty sure she was infected with a terror can virus I help make which she deserved."

"How dare you!" Yelled Tarantulaus who now looked angry.

"Bite me!" Knock Out told him sarcastically.

"With pleasure I think it time for a stronger dose of cyber venom." Hissed Tarantulaus as he changed to his spider from and approached Knock Out who struggle against his restrains. But Tarantulaus used two of his legs to hold the Austen Martin still.

"Please don't do this!" Knock Out begged.

"I would say this won't hurt a bit Doctor but that would be lying." Tarantulaus told him mockingly.

Then Tarantulaus sunk his fangs into Knock Out's neck as the poor red transformer screamed in pain.

A few seconds later Tarantulaus pull his fangs out of Knock Out who could only stair up at him weakly as everything went dark and his frame went limp as he lost consciousness.

* * *

Meanwhile Arcee was at the Autobot base nervously waiting for someone to com. Everyone had became worried when Knock Out didn't return the night before. So everyone was out searching for the red medic but her because they needed someone to guard the base and be there in case Knock Out came back while they were looking for him.

Arcee had begged to be in the search party but she had been out voted. She felt bad that the last thing she said to Knock Out was that she didn't trust him and thought he might betray them. She wanted to apologize to him which was part of the reason she had been left at the base because they were afraid it would mess with her judgement.

Then the doorbell range and Arcee went to answer it. When she opened the door an unconscious Knock Out sightly fell forward he was being held upright by webs. And she could tell he was very sick and had been seriously hurt. "Knock Out!" She cried.

Then she look around to see if the one who did this to him was there but saw no one. They had just webbed Knock Out up there, range the doorbell and left him like that.

Arcee examined him to see how bad the damage was then Knock Out opened his optics for a minute and looked at her.

"Arcee I'm so sorry I didn't mean to.." Knock Out tried to choke something out but trailed off.

"What ever it is it can wait right now you need to save your energy." She told him with deep concern in her voice.

Knock Out started to say something else but his optics fell shut and he slumped forward having lost consciousness again.

"This is Arcee!" Arcee practically shouted in to her com-link. "Knock Out is here and he's in bad shape he needs medical attention now it serious!"

"Stay with him I'm on my way." Ratchet replied over the com-link.

"Please hurry!" Arcee told him then turned her attention back to the unconscious mech in front of her. "Hold on knock Out help is coming!" "Please hold on."

 **To Be Continued.**

 **"That's all for this chapter I just keep doing this horrible stuff to Knock Out." "I was going to update my other story Fire Wing Rising but this was just begging to be written." "I'll try to have the next chapter of this story as well as that one up soon." Please let me know if there are any spelling errors I miss."**


	3. Chapter 3 Breakout

Chapter 3 Jail Break.

Arcee stayed with Knock Out till Ratchet got there. Knock Out was covered in dents and scratches and had a wound on his side that was leaking a large amount of energon and looked like it had been patched with webbing only for who ever did this to Knock Out to rip it open again. And she could tell he was overheating.

Finally after what seemed like forever Ratchet got there and got to work right away after he saw what bad shape Knock Out was in. He and Arcee worked together to get the cherry colored mech's limp frame out of the webs and on to a medical berth.

"By the Allspark what happened to him?" Asked Ratchet.

"I don't know someone left him at the door like this and by someone I think it was Arachnid." Said Arcee Ratchet could hear the anger in her voice. "Who else do we know who uses webs?"

Then she spotted something in the webs it was a note that read.

"Dear Autobots."

"As you can see your friend is very sick. "I've given him a lethal amount of cyber venom so he'll suffer then die slowly and painfully." "If he doesn't get the antidote in time." "It's revenge for the part he played in giving my sister Arachnid the Terrorcon virus." "But I will give you a chance to save him if you bring me my sister so I can figure out how to cure her I'll give you the antidote in exchange." "Your friend doesn't have long before the cyber venom kills him 24 hours tops so I'd hurry if I were you."

"Signed Tarantulaus."

"Noo! Tarantulaus!, Arachnid!, both of you keep away!" Knock Out suddenly screamed as his optics flashed open. "No stay away from me!"

"Knock Out it's OK your with friends now." Arcee told him.

"No!" "Don't touch me!" He yelled again. This time jumping off the berth and falling to the floor.

"The cyber venom is affecting his processor and causing him to hallucinate." Ratchet explained. Just then Wheeljack came in.

"Hey Doc what happened to Cherry Bomb?" Asked Wheeljack who was concerned.

"Knock Out's been poisoned with cyber venom and it's wreaking havoc with his processor." Said Ratchet. "Help me get him back on the breath."

Wheeljack and Arcee worked together to lay Knock Out on the berth and did their best to restrain him without hurting him while Ratchet sedated him and would have to keep him in stasis so he wouldn't end up hurting himself or one of the others.

"We have to get that antidote." Said Arcee.

"Agreed but we don't know where to find Arachnid and even if we did it would be to dangerous to capture her with the Terrorcon virus she could infect anyone of us." Ratchet told her. "And there's no way to know if Tarantulaus will keep his end of the deal."

"So we just watch Knock Out die?" Asked Arcee sounding both angry and worried at the same time.

"We will find a way to save him but we can't risk anyone else in the process he wouldn't want that." Said Ratchet. "I'll repair his injuries but till we figure out how to get the antidote all I can do is make sure he's comfortable." Then he went to the med bay but Arcee noticed a sad look on his face.

* * *

Ratchet was patching Knock Out's wounds when he saw what looked like bite marks on his right servo and neckcables. Which was where the cyber venom had been administered. Arcee entered the med bay and saw the bite marks on Knock Out as well.

"He was bitten twice and both wounds are still fresh." "That jerk gave Knock Out a double dose!" Ratchet almost yelled. "And that wound on Knock Out's side looks like it was caused by his own saw poor Knock Out must have tried to escape while the cyber venom was keeping him from thinking straight and ended up hurting himself." "Why didn't he at lest deactivate his weapons so he wouldn't harm himself?"

Arcee could tell how upset Ratchet was because she felt the same they were both angry at Tarantulaus for doing this to their friend and at the same time felt powerless because they didn't know how to save him and could only watch his condition worsen.

Arcee couldn't handle seeing Knock Out this way he looked so helpless laying there and getting weaker by the minute. She couldn't take it anymore first Tailgate then Cliffjumper and now Knock Out. No Knock Out was not going to die not if she could help it. Arcee decided she was going after Tarantulaus to get that antidote. She wasn't going to lose another friend. She just couldn't.

"I'll get that antidote and make that monster pay for what he did." Whispered Arcee who then left the med bay after giving Knock Out one last look. Then walked out of the base and to Iacon to look for Tarantulaus knowing that was where Knock Out had been and someone must have seen something and could probably lead her to Arachnid's bother.

* * *

Meanwhile in the brig where the captured Deceptaicons were being held because the Autobots didn't trust the Counsel so they decided to keep them in the brig at their base. Steeljaw had managed to break out of his cell. And went to a second med bay the Autobots had set up pacifically for their prisoners.

There he found someone he had overheard the Autobots captured and were keeping there. "Starscream." Said Steeljaw seeing the Deceptaicon second in command laying on a berth in restrains.

At hearing his name the seeker started to stir. And at seeing this Steeljaw undid his restrains. Then Starscream's optics opened.

"Who are you and where I'm I?" Asked the seeker.

"You were defeated by the Autobots and spent sometime in a coma but you chose the perfect time to wake up." Steeljaw explained. "We're in the med bay of the Autobot brig." "My name is Steeljaw and it's an honor to meet a Deceptaicon who served under Megatron in the great war."

"Never speak of him in my presents I am the new leader of the Decepticons." Said Starscream after getting up off the berth.

"My apologies Steeljaw told him. "So what do you say we free the others and blow this joint?"

"Let's do it." Said Starscream.

Then they went to the brig and didn't have to worry about being caught at the moment because all the Autobots were out right now trying to deal with the Quintesson and Counsel problem and Ratchet had gone out to look for Arcee after he saw she was gone and knew she had gone after Tarantulaus to get the antidote for Knock Out and wanted to make sure she didn't get herself killed.

Which unfortunately meant the two Decepticons had the run of the place because the Autobots thought they were locked up tight. And Upon arriving in the brig they freed the other Decepticons.

The first thing that happened was Scorpinoc took a swing at Steeljaw who dodged just in time.

"You betrayed me and let me be captured by the Autobots so you could get my position!" Yelled an angry Scorpinoc.

"He betrayed all of us." Said Glowstrick.

"Really?" Starscream said sounding amused.

"Starscream." The other Deceptacons exclaimed in shock.

"If anyone here is fit to lead us it's you the one who served under Megatron as second in command during the war." Glowstrick told him.

"Ah finally some respect." Thought Starscream. "Very well I'll be your leader and Steeljaw will be my second in command since he is responsible for freeing us." "I'd say he's redeemed himself."

"OK guess that's fair." Relied the others secretly not to happy about Starscream's choice of his second in command.

Then they started looking around the base and taking any weapons or supplies they could find. Then they came across the regular med bay and Starscream, Steeljaw and Scorpinoc went in and found Knock Out on the berth.

"Talk about a gift." Said Scorpinoc as he drew back his stinger. "I get to scrap an Autobot."

"No!" Yelled Starscream who grabbed his stinger and flipped him backwards. "Look this one is already on his deathbed killing him would be a waste of time and energy and you'd be doing him a favor better to let him suffer."

"Good point." Scorpinoc replied.

Then the three left the med bay but Steeljaw and Scorpinoc didn't noticed a single coolant tear roll down Starscream's cheek before he fallowed them out. Then they went back to the brig.

"Hey what about us?" Asked the Scavengers.

"Sorry members only." Starscream told them as he and the rest of the Decepticons left through a ground bridge.

"Ahh! "you'll pay for this!" "Starscreeem!" They shouted as they watched the others disappear through the ground bridge. And Starscream chuckled at hearing them yell his name like that it was the same way Megatron used to yell at him. "Ah good times." He thought to himself.

* * *

Meanwhile Arcee was trying to find Tarantulaus when she meet a bot who told her his buddy had witnessed something the day before so he took her to his friend so she could question him.

Only the poor mech had been so frightened by Tarantulaus and what he'd seen he didn't want to say anything.

"Tell her what you saw Rattrap!" Yelled the other bot who transformed in to a velocaraptor.

"Sorry lizard breath but I'd rather not be killed." Said Rattrap. "If I tell anyone what I saw it's death by spider." "And I'm to young to die Dinobot."

"Please I need you to help me find Tarantulaus so I can get an antidote from him my friends spark depends on it." Arcee almost begged them.

"OK I'll probably get scrapped for this but I saw him go in the Counsel building and drag a red mech inside with him." Rattrap explained.

"And I'll help you take him on." Said Dinobot.

"OK I do feel bad for not helping that mech before so count me in too." Rattrap added.

Then the three went to find Tarantulaus and get the antidote Arcee just hoped they could get it in time to save Knock Out.

 **To Be Continued.**

 **"Well that's all for this chapter hope you like the story so far." "I'll try to have the next one up soon." Please let me know if I missed any spelling errors."**


	4. Chapter 4 A Matter of Life and Death

Chapter 4 A Matter of Life and Death.

Arcee, Rattrap and Dinobot were on their way to the Counsel building when Arcee got a call on her com-link from Ratchet.

"Arcee where are you I'm coming to help." Said a worried Ratchet.

"No you have to go back Knock Out needs you." Arcee told him. "And I have two other bots helping me."

"OK but be careful and if you need help call me right away." Ratchet replied before turning around to go back to base.

"I will." Arcee told him before they hung up and Arcee, Dinobot and Rattrap continued to the Counsel building.

* * *

When Ratchet got back to the base he found it in a mess and saw the Deceptaicons had broken out of their holding cells fortunately the Scavengers were still in their's. The first thing Ratchet did was go to make sure they hadn't killed Knock Out and was relieved to see they hadn't touched him. The second thing he did was call and inform the rest of the team about what happened.

Just then Bumblebee and Strongarm got there with Waspinator it had taken a long time to get to base because Waspinator kept walking into walls and crashing into things because he was still seeing double. They told Ratchet what happened to Waspinator and he told them what was going on with Knock Out.

"I think I know why Waspinator fell." Said Ratchet pulling some web off his foot and showing it to Bumblebee and Strongarm.

"Tarantulaus must have pulled him down intentionally." Bumblebee exclaimed. "But why?"

"Sir I could have sworn I heard banging before Waspinator hit the floor." Strongarm said to Bumblebee.

"Come to think of it so did I." He replied. "Tarantulaus must have did that to detract us from it."

"Tarantulaus is the one who did this to Knock Out." Ratchet told them then brought them to the med bay and showed them what condition their friend was in.

"No." Said Strongarm. "He must have been banging for help trying to get our attention."

"We could have saved him." Bumblebee said in dismay. "I failed him I should have known it was a detraction."

"It's not your fault Sir he fooled me too." Strongarm told him.

"Don't blame yourselves right now we need to focus on helping Knock Out." Ratchet said to them and they both agreed.

"Noo!" "Don't touch me!" They all heard Knock Out scream. And saw that his sedation had worn off and he was hallucinating again. Only this time his optics were closed and the only thing moving was his mouth it was more like he was having a nightmare.

Until he started shaking as if he had completely lost control of his frame. And was now coiffing up energon Bumblebee and Strongarm had to restrain him while Ratchet got to work trying to keep him online.

"It's getting worse." Said Ratchet. "If I put him in stasis or even lightly sedate him it could speed up the affects of the cyber venom." "We just have to keep him restrained to make sure he doesn't hurt himself."

Bumblebee and Strongarm did their best to keep the red medic still. And could tell Ratchet was at his wits end. Doing anything and everything to save Knock Out.

* * *

Meanwhile Arcee, Rattrap and Dinobot had just arrived at the Counsel building and Rattrap had snuck in through the vents to find the antidote. Dinobot had wanted to storm the building and Arcee secretly felt like doing just that but knew this was the best way to help Knock Out.

Because if they had a fight there was a chance the antidote could be destroyed along with any chance of saving Knock Out. A chance Arcee wasn't willing to take.

Things got a bit scary when Rattrap fell through a weak spot in one of the vents. And hit a computer and almost accidentally cut the power making the lights blink. But managed to hide when some mechs came in to fix it. Arcee sighed in relief. And she saw Dinobot face palm. And a few minutes later Rattrap appeared with the antidote.

"Great job now we have to get to the Autobot base and get this to Knock Out." Arcee told them. And they hurried to the base.

* * *

When they got there Arcee who was carrying the antidote went straight to Ratchet.

"Ratchet we got the antidote!" She almost yelled handing it to him.

"Ratchet!" Cried Strongarm who ran into the main room. "Knock Out just lost consciousness and his life signal is getting weak."

"We don't have much time we have to give him this antidote now." Said Ratchet rushing to the med bay.

Arcee and the others followed him. Bumblebee was already there and look frantic. "Ratchet he's dying!" Yelled the worried black and yellow mech.

Ratchet wasted no time giving Knock Out the antidote. All the others were worried about how still the red mech had became. And what worried Arcee even more is that at the same time Ratchet give him the antidote Knock Out's life signal flat lined. And he remained still.

"No!" "Knock Out!" Yelled Arcee. "We were to late."

But then they saw Knock Out's signal slowly comeback online.

"Oh next time I stop to help an ill or injured mech at the side of the road I'm calling for back up." Said Knock Out as he opened his optics.

"Your ok." Exclaimed both Arcee and Strongarm who both hugged him.

"Welcome back to the land of moving parts." Ratchet told him.

"Hey cherry bomb glad to see your not scrapped." Said Wheeljack who had just gotten back.

"You guys aren't getting rid of me that easy." Knock Out said with a smile. "And Wheeljack how many time have I told you not to call me that."

"I think the same amount of times Doc bot's told me not to call him Doc." Wheeljack replied with a mischievous grin before running out of the room.

"Wheeljack!" Yelled Ratchet who tossed a wrench at him that he dodged because he knew it was coming and it ended up hitting Waspinator who was standing in the wrong place at the wrong time right in the helm.

"Waspinator see double again!" Yelled Waspinator.

"Oh scrap." Huffed Ratchet with a priceless look on his face that made everyone chuckle. "Looks like I have to fix Waspinator again." "I'm So sorry about that." They heard him shout to Waspinator before saying Knock Out would be fine and back to normal after a few days of resting and taking it easy. Then went out to help Waspinator and continued to apologize for the wrench.

"Glad your alright Knock Out you really had us scared." Bumblebee told him.

"I had a close call but it'll take a lot more then that to snuff my spark out." Knock Out told them.

"Good because we don't want you leaving us anytime soon." Bumblebee said to him. "And sorry Strongarm and I didn't help you back there at the Counsel building."

"Don't worry about that Tarantulaus tricked the two of you he's as sick and twisted as Arachnid." Knock Out explained.

"Bee and Strongarm aren't the only one's with an apology I'm sorry about what I said yesterday I know you wouldn't betray us your a valued member of this team and don't let anyone tell you otherwise." Arcee told him.

"It's OK I made a lot of bad choices before changing sides and this thing with the Quintessons and Counsel has everyone stressed out." Knock Out told her. "Your the one who got the antidote and saved me thank you Arcee."And I did betray the team that jerk Tarantulaus and one of the Quints used a Patch on me." "I'm so sorry." He said to them with sad optics.

"You didn't really betray us." Arcee told Knock Out. "They went in your mind and took whatever information they got you didn't willingly volunteer any of it and you didn't have a choice they dug around in your head and you didn't have any say over it."

"Yeah but I'm the one who got himself captured." Knock Out said to them.

"But only because what I'd said before that upset you and you weren't thinking straight." Said Arcee. "And at lease you didn't leave the base unattended and let the Cons escape like the rest of us did."

"Well I was kind of busy fighting for my life at the time." Joked Knock Out. "Guess we all messed up."

"Oh I forgot I found out the Counsel and Quintessons made a deal in exchange for the Quint not touching Cybertron the Counsel is going to help them take over the rest of the universe starting with Earth." Knock Out told them what he'd learned.

"No wonder they wanted to keep you from talking." Said Bumblebee. "Great job Knock Out now we need to think of a way to stop them."

"We also have a problem Tarantulaus left Knock Out at our base to make that deal to get Arachnid." Bumblebee pointed out. "He knows our location so we all need to be careful and keep our eyes open." "No telling what that monster might do next.

 **To Be Continued.**

 **"There you have it that's it for chapter four." "Hope your enjoying the story so far I'll try to have the next chapter ready soon." And please let me know if I missed any spelling errors."**


	5. Chapter 5 Mind Games

Chapter 5 Mind Games

The next day the Autobots were trying to figure out how to stop the Counsel and Quintessons. And think of what to do about the fact that Tarantulaus knew the location of their base and could attack at anytime.

After they had used the antidote Arcee, Rattrap and Dinobot got from Tarantulaus's lab in the Counsel building to save Knock Out there had been enuff left for Ratchet to make more so if the spider poisoned another member of the team they could cure them. But Tarantulaus was still a huge threat as long as he knew where they were he could try anything and no one was safe.

Knock Out was currently on bed rest still recovering from his ordeal the day before. Ratchet had told him to take it easy and get plenty of recharge after his near death experience at the hands of Tarantulaus. And Knock Out had agreed that rest sounded good and was now in deep recharge in the med bay. While the others were in the main room.

But suddenly he woke up with a start and realized he'd been webbed to the berth and there were also webs over his mouth that served as a gag.

Knock Out was panic stricken and trying desperately to scream for help. Specially when he saw Tarantulaus was standing next to his berth. But because of the webs that covered his mouth the only sounds he could make were muffled and no one could hear him.

Then to his horror the spider bot grabbed something off the table one of the medical tools. What was Tarantulaus going to do to him?

"Don't worry I'm not going to try to offline you again yet." Said Tarantulaus noticing Knock Out's terror. "You were lucky to survive the cyber venom and I'm kind of glad you did because now I can play with you a little longer and make you suffer."

"Mmmmuu!" Knock Out let out some more muffled screams.

Then Tarantulaus used the tool he was holding a needle for injecting energon and filled it with a sedative. Knock Out saw Tarantulaus fill the needle and struggled against the webs that held him.

Then they heard footsteps outside the door Knock Out hoped who ever was walking by would come in and stop Tarantulaus. But as if reading his thoughts Tarantulaus told him.

"You know I'll have to kill them if they come in here and see me." Tarantulaus told Knock Out with an evil smile that made the red mech wince.

Knock Out hoped that who ever was walking would keep going now terrified that Tarantulaus was going to kill one of his friends.

"No." He thought. "That could be Ratchet or Arcee or Bumblebee." Now one of his friends might be killed and there was nothing he could do. But luckily and much to his relief whoever it was kept going.

"A shame I was looking forward to scrapping one of the Autobots like my sister did Breakdown." Said Tarantulaus.

That made Knock Out mad and he almost managed to break free from the webs but Tarantulaus injected him with the sedative and everything became dark.

* * *

Knock Out woke up a few hours later and noticed he was still in the med bay but the webs were gone and there was no sign Tarantulaus had ever been there.

"I guess it was a nightmare." He told himself. "Thank goodness."

Then he decided to get up for a bit to try to clear his processor and get his mind off that horrible dream.

He had just stood up when he saw a reflection in a mirror that was on the wall opposite to the window and yelled in horror and fell to the floor because he still wasn't fully recovered and shouldn't really have been out of bed yet.

Ratchet and Arcee came in after hearing him scream. And found him on the floor curled up into a ball.

"What happened?" Asked a concerned Ratchet.

"I thought I saw Tarantulaus he was in here and had me webbed down on the berth and someone walked passed the door and he said he'd kill them if they came in but luckily they didn't then he injected me with a sedative and I thought it was a dream but then I saw him out the window through the mirror." Knock Out explained almost in tears. "Then I look again and he was gone." "Oh guys I think I'm going crazy."

"It OK Knock Out you went through a lot yesterday." Said Arcee "and I walked passed your room earlier you may have heard me and it ended up in your dream." then she and Knock Out noticed something had caught Ratchet's attention.

"I don't think your suffering from post traumatic stress Knock Out." Said Ratchet "because you didn't just dream Tarantulaus was here." He told them then held up a piece of webbing for them both to see.

"Oh you mean that really happened." Said a now terrified Knock Out.

Ratchet and Arcee both got their arm cannons ready as they looked around to see if Tarantulaus was still there. But he was gone.

Then Ratchet gave Knock Out a quick check over to make sure Tarantulaus hadn't hurt the cherry colored medic. And fortunately no more damage had been inflected on him.

But they could tell it had taken a emotional toll on Knock Out and could both see the fear in his optics and knew they had to do something to help their friend.

* * *

A couple of hours later everyone gathered in the main room. They had remembered that Ultra Magnus had insisted on putting cameras in all the important rooms in the base including the med bay awhile back which they had done.

Now they were all going to watch the footage to see exactly what went down with Knock Out and Tarantulaus in the med bay.

Knock Out was in the room going to watch as well because he was afraid to be left alone after what had happened to him. And his friends were all worried about him because they could tell how scared he was. Specially when Bulkhead accidentally bumped into him and he said it was fine.

Knock Out any other time would have jumped on to the wrecker about what that did to his paint job. Anytime Knock Out didn't care about what happened to his finish they knew it was serious. They all knew he was acting out of character because Tarantulaus had terrified the poor red mech.

They all watched the video and saw how close Scorpinoc had come to killing Knock Out in the med bay before Starscream had stopped him. Which bothered Ratchet because Knock Out could have been killed because he'd left the base unattended when he started to go after Arcee to help her get the antidote.

"It's OK Ratchet you were worried about Arcee." Knock Out told him upon seeing the upset look on his face.

Then they saw the footage of Tarantulaus who had gotten in through the window web Knock Out to the berth while he had been in recharge and then they saw how Knock Out had woke up only for Tarantulaus to torture him by playing mind games and then sedated him. And took the webs off him and left as if nothing had happened.

"Why did he do that?" Asked Knock Out. "He could have just offlined me right there but he wants me to suffer."

"He wants revenge for Arachnid." Ratchet told him. "That's what he said in the letter when he tried to make that deal with us."

"Now just killing me isn't enough he's trying to drive me insane." Knock Out whimpered. "And he's working with the Quintessons and Counsel who probably know I'm still alive and told all of you about their plan." "I may have indirectly put the whole team at risk."

"Knock Out you helped us a lot by finding out what their plan was." Said Bumblebee. "And don't worry we can all handle Tarantulaus and we won't let him hurt you again or anyone else on this team."

"You still need to rest to heal properly." Ratchet told him.

"We will all take turns guarding you in the med bay so Tarantulaus will not be able to harm you." Optimus said to him.

"Thank you guys." Said Knock Out who was almost in tear because he was moved that his friends cared and wanted to protect him.

"Anytime." Bumblebee replied. "We need to figure out how to stop the Quintessons and Counsel but first we need to stop Tarantulaus he's the biggest threat at the moment."

They all agreed Tarantulaus had to be stopped and the sooner the better.

 **To Be Continued.**

 **"Well that's all for this chapter." "I'll try to have the next one up soon after character two of my other story Unlikely Heroes and speaking of which the poll for who the final member of the team will be is still up so feel free to vote while you can." "sorry this took so long been busy in RL." "Please let me know if there are any spelling errors I missed."**


	6. Chapter 6 A Tangled Web

Chapter 6 A Tangled Web.

Meanwhile Tarantulaus was busy trying to figure out Arachnid's location. He had just left the Autobot base after pulling that stunt with Knock Out. Now he wanted to find his sister so he could try to cure her of the Terrorcon virus.

He knew she hated Arcee and that she would also want revenge on Knock Out for indirectly giving her that virus. Once he found and cured her they would offline them both together.

He had taken a small ship and was currently flying around Cybertron. Then finally her signal showed up on the scanner.

"Don't worry sis I'm coming." Tarantulaus said to himself as he flew his ship to her location on one of Cybertron's moons Luna One and landed there then got out to look around.

"Well well if it isn't my dear brother what brings you here?" Asked a voice from behind where his ship had landed. That turned out to be Arachnid.

"I'm here for you sister I want to bring you back to Cybertron to cure you of that virus that ills you." Tarantulaus told her. "Then we can take revenge on our enemies together."

"Oh but why would I want to be cured of this wonderful gift that I'll now gladly bestow on you Tarantulaus." She answered him.

"What!" "No!" "Wait!" Tarantulaus cried in horror. But it was to late because Arachnid had already brought out her tube and sunk her fangs into him.

"Don't worry you see now we no longer have to forage for energon we can just suck it out of any Autobot or Decepticon that happens to cross our path." Arachnid explained.

"Your right this is great thanks." Said Tarantulaus now liking being a Terrorcon. "Now we can drain the energon of anyone who gets in our way."

"Yes with the Terrorcon virus and my Insecticon army we'll be unbeatable." Exclaimed Arachnid. "And now you and I have transport to Cybertron thanks to the ship you brought."

"Happy to be of help." Tarantulaus told his sister. As the two spiders boarded the vessel and left for Cybertron.

* * *

At the Autobot base everyone had been trying to figure out how to stop Tarantulaus and what to do about the Quintessons and the Counsel and the Decepticons who escaped from the holding cells. It seemed like it was just one problem after another.

Bumblebee was in the main room when he got a call on his com-link from Rattrap who with his friend Dinobot had gone back to Iacon.

"Hey Rattrap what's up?" Bumblebee asked as he answered his com-link.

"Iacon is under attack by Insecticons." Rattrap explained.

"Insecticons." Bumblebee repeated knowing if there were Insecticons Arachnid was involved and if she was there Tarantulaus was most likely going to be there too. "This is important tell everyone whatever happens don't let them bite you they have the Terrorcon virus and if they bite anyone they will get it too."

"Got it don't get bitten." Rattrap replied. "You don't have to tell me twice."

"We'll be right there to help fight them off in the meantime be careful." Bumblebee instructed him.

"Will do." Rattrap told him before hanging up.

The first thing Bumblebee did after the call ended was tell Optimus what was going on and they got the team together to go fight the Insecticons. All but Knock Out who was still recovering in the med bay. And Arcee who stayed to watch the base.

After everyone had left Arcee went to check on Knock Out because after what happened the day before she wanted to make sure he was OK. She went down the hall to the med bay. And found him setting up on the berth.

"So Knock Out are you OK after what happened the other day?" Arcee asked him.

"Yeah but I'll be a lot better when the others get Tarantulaus and Arachnid locked up so they can't hurt anyone." Knock Out replied. "And I just hope everyone comes back alive and well."

"I'm sure they'll be fine." Arcee reassured him.

"I hope your right." Said Knock Out in a worried voice Arcee wasn't used to hearing from him. "Last time some bots tried to scrap Arachnid one of them never came back alive."

From the sad look in his optics Arcee could tell Knock Out was talking about Breakdown.

"I don't want to lose anymore friends." Knock Out almost sobbed. "When Breakdown was kill by her before he went on that mission we had a fight you see Breakdown was actually a combiner he was part of a group of Decepticons called the Stunticons who could merge into Minasor and they had called him to go back to Cybertron to leave to go on a mission on Gigantichuon the planet where Metroplex came from."

* * *

(Flashback)

"I can't believe your just walking out." Yelled Knock Out as he angrily paced back and forth.

"Knock Out the Stunticons are my family." Breakdown told him. "And they need me back on Cybertron."

"But Breakdown your needed here." Knock Out almost whimper. "Breakdown you've always been like a brother to me and I can't believe your going to abandon me." "Gigantichuon is on the other side of the universe if you go there we'll never see each other again and your the closest thing to a brother or family I have."

"Sorry Doc I have to go." Breakdown said clinching his fist to control his own emotions.

"Then let me come with you I'm sure a medic would come in handy I can help." Said Knock Out.

"No Gigantichon is a planet of giants combiners are the only ones who would stand a chance against them for anyone else it would be a death sentence you would only get yourself killed." Breakdown explained.

"Then stay here." Knock Out practical begged him.

"I can't!" Screamed Breakdown who punched a hole in the wall having had enough.

Just then Breakdown's com-link went off with a transmission from Dreadwing letting him know Megatron had a mission for them.

"I have to go on a mission and when I get back I'm leaving." Breakdown said to Knock Out as he turned to leave.

"Fine because I never want to see you again." Yelled Knock Out as a coolant tear ran down his faceplates.

"Goodbye." Said Breakdown who also shed a tear as he walked through the ground bridge.

* * *

A few hours later Knock Out looked at the monitor and saw Breakdown's life signal go offline. "No." "No." "It can't be." "This can't be happening." Knock Out thought in a panic. "It's just a technical error." "Yeah there's just something wrong with the monitor that gotta be it." "Just a glitch." "It has to be a glitch." "Oh Breakdown." Just then Dreadwing returned through the ground bridge.

"Where's Breakdown?" Knock Out almost yelled.

"He didn't make it Arachnid killed him I couldn't find the body." Dreadwing told him.

"No it can't be true." "We have to go back for him!" Cried Knock Out.

"Knock Out he's gone there's no one to go back for." Dreadwing explained. "When we were going to terminate Arachnid she surprised us and Breakdown took off after her by himself."

"By himself you didn't do anything you just let him get himself killed!" Knock Out hissed. "How could you let this happen?"

"Knock Out she webbed me to a tree there was nothing I could have done." Dreadwing told him.

"You let Breakdown run off to his death." Knock Out yelled at him with coolant tears flowing down his cheeks. Then Megatron walked in.

"This is all your fault!" Knock Out screamed at him. "Why did you send Breakdown and Dreadwing to do something you should have done yourself." "You sent Breakdown to die."

Then the next thing Knock Out knew he was grabbed by Megatron and slammed into the wall several times. Then the Decepticon leader held him by the head and told him.

"Just because you are currently our only medic don't think I won't kill you if you ever step out of line again." Hissed Megatron. "Know your place Doctor." "This is your only warning." Then tossed Knock Out across the room where the red mech pulled himself up only to slump back down as the whole world went dark. Then he came to in the med bay a few hours later where he broke down sobbing. "Breakdown I'm so sorry." He cried.

(Flashback ends.)

* * *

"My last words to Breakdown were that I never wanted to see him again." Knock Out told Arcee with tears in his optics.

"Knock Out Breakdown knows you didn't mean it." Arcee told him. "Sometimes friends fight but they still care about each other." "The others will be fine they'll bring Arachnid and Tarantulaus back and we'll get justice for Tailgate and Breakdown." Then she hugged him.

"Oh what a touching end to such a sad story." Arachnid mocked from the door. Where she and Tarantulaus were both standing getting the attention of both Arcee and Knock Out.

"We have a score to settle." Said Tarantulaus.

 **To Be Continued.**

 **"Sorry that was kind of a sad chapter." "It was just a filler." Please let me know if there are spelling mistakes I missed." "I'll try to have the next one up soon." "And the poll for my other story Unlikely Heroes is still up if you want to vote."**


	7. Chapter 7 From Bad to Worse

Chapter 7 From Bad to Worse.

Suddenly Arachnid sprung forward to attack Knock Out and Arcee. Luckily they both moved out of the way in time to avoid being bitten. Arcee quickly dodge by dropping to the floor while Knock Out rolled himself off the berth.

Arcee and Knock Out worked together to push the berth over on Arachnid pinning her to the floor. Tarantulaus started helping his sister out from under the heavy berth. And while the two spiders were busy Arcee and Knock Out got out of there knowing they couldn't take on both spider bots with out a plan.

Arcee and Knock Out took off down the hallway trying to plan their next move. But Arcee noticed Knock Out was moving slower then he normally did and his optics looked tired. Then she realized he hadn't fully healed yet. And it was to soon for him to be put through this kind of action. Knock Out noticed it too.

"You have to focus on beating Arachnid and Tarantulaus don't worry about me." Knock Out told her. "I'll be fine just focus on not getting bitten." "Don't try to protect me I'll only slow you down."

"No I'm not going to abandon you." Arcee told him. "Your an Autobot now we don't just leave our friends behind." "Your family now Knock Out and we'll find a way to beat them together."

"But I might end up getting us both kill." Knock Out told her. "I can't lose another friend."

"Your not going to." Arcee said to him. "I know what it's like to lose a partner and friend because I've been through the something." "And I don't want to lose anymore friends ether."

"Oh how touching to bad you both have to die now." Said Arachnid who had caught up with them. "Tarantulaus will be here shortly we split up to make sure you two didn't escape." "A shame because now if my brother doesn't hurry he'll miss all the fun."

"Now who should I scrap first?" Arachnid hissed as she looked to both Arcee and Knock Out. "Arcee." She said as she shot webs at the blue femme. But Knock Out jumped in the way and got webbed instead.

"Knock Out!" Yelled Arcee in horror as Arachnid pulled the red mech to her using the webs to spite his struggles.

"Willing to sacrifice your own spark for another how noble but incredibly stupid." Arachnid mocked as she slammed Knock Out hard into the floor using her webs. Arcee started to run over and help him. But Arachnid webbed her to the wall.

"Looks like you get to witness another friend die today Arcee." Arachnid said with an evil smirk.

"You don't know how wrong you are." Knock Out choked out as he managed to free himself by using his saw. Then used it to slice off one of Arachnid's eight legs. "That was for Breakdown."

Knock Out started to use his saw to finish her. But Arachnid quickly used her webs to trap his arms above him making it impossible to use his weapon and trapping him at the same time. "Now I'll teach you a lesson for messing with me." Arachnid told Knock Out as she used her acid to burn part of his cheek making the red medic cry out in pain.

"And speaking of Breakdown instead of sucking your energon I think I'll show you how I killed him as I reunite you with him." Said Arachnid as she stabbed one of her legs into Knock Out's midsection and another into his shoulder. Making energon spill out of him.

"Noo!" Yelled Arcee who managed to get free right when Knock Out was stabbed in two places at one. Then he slumped forward as his optics stopped glowing and his body went limp. Then Arachnid stopped and pulled both her legs out of him.

"A pity Breakdown lasted several minutes longer but a course a light weight frame type like his can't survive as much punishment." Said Arachnid in a mocking tone. "And Knock Out always was one of the weakest in the Decepticon ranks and I can see he wasn't any better as an Autobot."

That did it Arcee was mad and tore into Arachnid with everything she had. Arachnid actually had to retreat underground but Arcee wasn't letting her off that easy after she killed Tailgate then Breakdown and now Knock Out.

"Arcee I was hoping you'd follow me so I could kill you." Arachnid said to the two wheeler as they continued to go at it. "To bad about Knock Out but don't worry I'll let you join him Breakdown, Tailgate and Cliffjumper in the Allspark."

"Don't you say any of their names you monster." Arcee yelled as she blasted Arachnid with several shots from her arm cannon then impelled Arachnid right through the spark chamber. Killing her and ending the fight.

"Noo!" Yelled Tarantulaus who had gotten there in time to see his sister's spark extinguished. And then started attacking Arcee.

He came at her trying to get his fangs into her to suck her energon. But Arcee was fast and kept dodging. But she was running out of room to dodge since they were still in the hole Arachnid had made.

At one point Tarantulaus did manage to knock her down and was just about to suck her energon. When suddenly a drill went through his spark chamber from behind. Tarantulaus's optics went dull as he went offline and his spark went out.

Arcee look to see who had just killed Tarantulaus and saved her life. And was surprised by who she saw.

"Knock Out." Said Arcee as she saw him standing there with his drill out which he then change back into his servo. Energon was leaking from both his wounds. And she could tell he'd been hurt badly.

Knock Out just looked at her then gave a weak smile before he collapsed from his injuries. She quickly ran to his side.

Arcee saw that Knock Out was unconscious but alive and she quickly half dragged have carried him to the med bay.

"Come on Knock Out please just hold on till Ratchet gets back." Arcee begged her unconscious friend.

Luckily the others had just gotten back when she got to the med bay with Knock Out because the Insecticons had all took off after Arachnid and Tarantulaus were defeated. And Ratchet got to work as soon as she told him what the situation was.

Everyone went to the waiting room while Ratchet did everything in his power to save Knock Out.

* * *

A few hours later he came out and said Knock Out would be fine. The damage looked a lot worse then it actually was both places Arachnid stabbed him turned out to just be mesh wounds and not fatal. And he hadn't been bitten. And his other injuries from what Tarantulaus had done to him before were also next thing to healed. Which everyone was glad to hear. And Arcee went in to see him after Ratchet said it was OK.

He had regained consciousness and look a lot better.

"Ratchet says I can get back to work tomorrow evening." Knock Out told her. "Thanks for getting me to the med bay so fast you save my life."

"You saved mine too." Arcee told him. "Tarantulaus was about to end me."

"Well when Arachnid impelled me I played possum because I knew unless she thought I was dead I wasn't getting out of that alive." He explained. "And that way I could try to attack her when her guard was down." "But I was losing so much energon it was a fight staying online." Then Arcee slapped him across the face.

"Hey what was that for?" Asked Knock Out putting his hand on the spot where she smacked him.

"For scaring me." Said Arcee. "Don't ever do that again." Then she hugged him.

"Don't worry I won't I promise." He told her.

"I'm just glad your OK and we don't have to worry about Arachnid and Tarantulaus ever again." Said Arcee who was glad she wouldn't have to worry about Arachnid or Tarantulaus hurting anyone ever again.

Then she and Knock Out said goodnight to each other and she left so he could get some rest. And went to her room to do the same because they were both worn out from the day they just had.

* * *

Meanwhile Bumblebee and Bulkhead were in the main room were a transmission came in. They answered it just as Optimus Prime walked in. It was an unknown frequency.

"Who is this?" Asked Bumblebee who had answered the call.

"Bumblebee!" "You have to help us we're under attack and he may be dying." Bumblebee instantly recognized the voice on the other end of the transmission.

"Steeljaw?" "Why are you calling us for help and who may be dying?" "And Who or what is attacking you?" Asked Bumblebee looking at Optimus and Bulkhead completely confused by this.

"He came they turned on us." "Now it's attacking us." "And Starscream might not make it if we don't get help soon." "Please help us!" Steeljaw almost screamed over the com-link.

"We are taking your location and will be there as soon as we can." Optimus said over the com-link.

Then they heard a boom on the other end and were cut off.

"This is probably a trap." Said Bulkhead.

"I don't know I've never heard Steeljaw sound that panicked before I think it's the real deal." Bumblebee explained.

"We will go help them but we will proceed with cushion." Optimus told them then they went through the ground bridge to Steeljaw's cornets and saw Steeljaw hiding in a small cave positioned over an unconscious Starscream.

And Predaking trying to get to them under the rocks that made up the small cave that he was just to big to get inside of so he was bereaving flames at them. And with the way they were positioned the flames kept going right over them.

"We have to help them." Said Bumblebee not even Steeljaw and Starscream deserve that."

"Predaking stop this whatever their crimes are let us take them to justice for it." Optimus Reasoned.

"The Seeker killed my brotheren." Roared Predaking. "Now I will do the same to him." "And if you stand in my way you will share his fate."

"Even if they are Decepticons I will not let you kill them." Optimus told him.

Then Predaking attacked them but was suddenly fired on from behind.

The three Autobots looked to see who had shot at Predaking and were surprised to see none other then Megatron. What was he doing there was he going to aid them or was he here for a more sinister reason?

* * *

Meanwhile back at base Arcee was about to get some recharge when she felt a sore spot on her leg and when she looked she was horror stricken to see there were bite marks on the back of her leg.

Tarantulaus had bitten her before Knock Out killed him and now she could have the Terrorcon virus and my put the whole team and all her friends at risk.

"No what am I gonna do?" She thought now terrified.

 **To Be Continued.**

 **"Oh no how are they going to save Arcee?" "Will Optimus, Bumblebee and Bulkhead be able to rescue Steeljaw and Starscream from Predaking?" "What's up with Megatron being there?" "The answers well come in the next chapter which I'll try to have up soon." "Please let me know if I missed any spelling errors."**


	8. Chapter 8 Terror

Chapter 8 Terror.

Knock Out was up working on something in the med bay when Arcee walked in.

"I couldn't rest after the day we had early so I thought I'd get a head start on some work." Knock Out said When he heard Arcee enter the med bay. "Guess you couldn't rest ether?" Knock Out didn't look up from what he was doing as he spoke.

"Energon." Arcee suddenly hissed then Knock Out saw the reflection of Arcee with a tube extended from her mouth about to suck his energon through a mirror that was on the wall.

"You were bitten!" Knock Out yelled in horror as he managed to jump out of the way just in time to avoid being bitten and infected with the Terrorcon virus as well. But Arcee continued to go after Knock Out.

"Arcee please don't do this." Knock Out begged. "You have to fight it." But the only reply he got was "Energon."

Knock Out started to use his drill to defend himself but stopped he couldn't hurt Arcee. Of all the times to have left his energon prob in his room.

Arcee saw him hesitate and pounced forward. But Knock Out managed to dodge again and not a moment to soon but not as smoothly. He ended up tripping and hitting the floor hard and now Arcee was right over him trying to suck out his energon.

Knock Out kept moving from side to side to avoid having his energon drained and being turned into a Terrorcon but she had him pinned down and was trying to hold him still.

Knock Out was trying desperately to avoid being turned into a Terrorcon but it was looking hopeless. Then as a last ditch effort he grabbed the legs of a table with medical tools on it and flipped it over causing everything to fall to the floor.

Arcee jumped back to dodge and Knock Out took this moment to flee and tried to exit the med bay but she shot him in the leg and he fell to the floor a second time.

"No Arcee stop!" Knock Out pleaded as she walked over to him preparing to suck his energon the red medic closed his optics knowing this was it.

When suddenly electricity went through Arcee's frame and she fell to the floor unconscious. Knock Out opened his optics and was relieved to see Ratchet who had seen what was going on from the cameras Ultra Magnus had put up after everything that had gone down lately they had decided to keep them on a live feed which in this case had been a wise choice.

The first thing Ratchet did after Arcee hit the floor was put a pear of stasis cuffs on her to restrain her tell they could figure out what to do. Then he rushed over to Knock Out and helped him up.

"Are you ok?" Ratchet asked the cherry colored mech.

"Yes I think so." Knock Out answered. "My leg hurts and my poor finish is a mess but nothing that can't be fix."

Ratchet looked him over and was glad to see that he wasn't bitten and other then his leg and some scratches and a few dents hadn't suffered any damage. Then Ratchet handed Knock Out his energon prob that he had gotten out of the red medic's room and used on Arcee.

"I think you should probably keep this on you form now on." Ratchet suggested.

"Good idea." Said Knock Out. "Now how do we help Arcee?"

"Hopefully between the two of us we can figure out a cure." Ratchet told him.

"We have to." Knock Out told him. "We have to save Arcee.

The two of them strapped Arcee to a medical berth so when she came to she wouldn't hurt herself or anyone else. Then got to work trying to find a way to cure her.

* * *

Meanwhile Optimus, Bumblebee and Bulkhead were watching Megatron and Predaking duke it out. They decided this was their chance to get Steeljaw and Starscream to safety.

So hurried to where the two cons were hiding. And Bumblebee helped Steeljaw by using his Decepticon hunter to provide cover while Bulkhead carried Starscream who was still out cold.

Then Bumblebee noticed Optimus wasn't there. Then spotted him trying to break up the fight between Megatron and Predaking. Bumblebee knew Optimus well enough to know the Prime was trying to stop Megatron and Predaking from destroying one another.

"Predaking, Megatron we can still settle this peacefully." Optimus tried to reason with them.

"No if there's anyone I want to destroy as much as Starscream it's Megatron." Shouted Predaking as he transformed back into his dragon mode and unleashed a blast of fire.

Bumblebee, Bulkhead and Steeljaw were watching the fight go down wanting to help Optimus but knew they wouldn't stand a chance against both Megatron and Predaking.

"This is Bumblebee we need a ground bridge." Bumblebee yelled into his com-link wanting to get Starscream and Steeljaw to safety and some back up to help Optimus. But no one was answering.

Bulkhead had set Starscream down to wait for the ground bridge and suddenly the seeker opened his optics and looked at a certain area as if he saw something. Steeljaw noticed this and went over to check on him.

Then Steeljaw suddenly ran over to where Megatron and Predaking were fighting and Optimus was still trying to break it up to no avail.

"Steeljaw what are you doing?" Yelled Bumblebee.

"He's lost it." Cried Bulkhead.

"No you have to stop fighting!" Steeljaw yelled at them. "If you don't it could be crushed." "You might destroy it." This confused everyone and Megatron and Predaking stopped fighting to hear why he'd run out in the middle of their battle.

"Explain Decepticon." Predaking ordered him after changing back to his bot mode.

"What is it we might destroy?" Asked Megatron.

"An egg." Steeljaw explained pointing to a round object near where they had been fighting.

Predaking walked over to it and inspected it and it was in fact an egg and not just any.

"An unborn Prediacon." Exclaimed Predaking. "But how is this possible." "Unless there must be more of my kind somewhere on Cybertron?" "I must find them." "Thank you for saving it."

"Don't thank me Starscream was the one who spotted it and told me where it was." Steeljaw explained.

"Then it seems I owe you seeker." Predaking said turning to Starscream who struggled to his feet.

"I'm sorry for all I did to you and for destroying the other two Predacons." Starscream told him.

"Your forgiven if not for you pointing it out this egg would have been destroyed and with it any chance of finding the rest of my kind I will go look for them now but if any of you ever need anything find me and ask." Predaking told them before flying off in search of other Predacons gently carrying the egg with him.

"I guess the fight is off." Said Megatron. Who then noticed Starscream give him an angry glare.

Starscream started to open his mouth to say something but suddenly collapsed and fell to the ground unconscious.

Bumblebee went over to check Starscream's condition and saw he was leaking energon from a wound in his midsection.

"He needs Medical attention." Bumblebee informed the others. The called for a ground bridge and this time Fixit answered and sent one to them right away and to everyone's surprise Megatron insisted on going with them. Then everyone went through the ground bridge.

* * *

Meanwhile at the base Knock Out and Ratchet managed to cure Arcee after they managed to successfully make an antidote for the Terrorcon virus and she woke up still strapped to the berth and saw what a mess the med bay was in.

"Guys why am I strapped down and what happened to the med bay?" She asked then she remembered discovering the bite on her leg and blacking out on the way to the med bay to report it. Then something about Knock Out.

"Oh no I was infected with the Terrorcon virus and attacked you guys and did this didn't I." Arcee told them afraid of what damage she might have done.

"Don't worry we cured you and we're all fine now." Knock Out explained to her as he unstrapped her from the berth and help her up.

Then she noticed Knock Out had some dents and scratches on him and his leg had a wound that had been welded and was clearly caused by being shot. "Did I do this?" She asked him.

"You weren't yourself." He tried to reassure her. He had planned to fix his damage before she saw it but had been so worried about her and intent on figuring out a cure he had forgotten about it. The only reason his leg was welded was because Ratchet had insisted on fixing it. But Knock Out had refused any further treatment till he knew Arcee was going to be OK.

"I'm so sorry Knock Out." She told the red medic giving him a hug. Then they heard a ground bridge and the others all ran into the med bay and put Starscream on the berth where Ratchet got to work.

"Looks like rush hour." Said Knock Out.

But then Ratchet told Knock Out to go fix the rest of his damage before helping out which Knock Out didn't argue with because the damage to his finish had been driving him nuts and he knew Ratchet could handle it till he got back. Ratchet got to work trying to fix Starscream. While Knock Out went to patch himself up and Arcee left to check something.

Bumblebee ran into Rattrap and asked him what he was doing in the base and he explained the reason the com-link didn't work was Grimlock accidentally knocked down the dish with his tail then he and Sideswipe tried to fix it and only made it worse so call him and he fixed it.

Bumblebee wasn't a bit surprised it sound like something Grimlock and Sideswipe would do.

* * *

Knock Out was on his way to the med bay to help repair Starscream after he finished fixing his own damage. But was stopped by Arcee in the hall way.

"Knock Out why didn't you fight back harder?" She asked him. "I could have killed you."

It took him a moment to figure out what she was talking about then he realized she had watch the camera footage of when she attacked him. "I didn't want to hurt you." He explained.

"Knock Out if anything like that ever happens again I want you to promise me you won't hold back like that again I want you to do whatever you need to to save yourself." She told him.

Before he could protest she turned and went to her room. So he went to the med bay and arrived just it time for Ratchet to come out and report Starscream was going to be fine. Much to everyone's relief.

Then Bumblebee decided to ask Steeljaw what went down before he sent them that distress call he wanted to know what happened to the two cons to put them in that situation.

 **To Be Continued.**

 **"Another long chapter hope you enjoyed it." "Next chapter will explaine what happened to Starscream and Steeljaw with the other Decepticons." "I'll try to have it up soon." "Please let me know if there are any spelling mistakes I missed."**


	9. Chapter 9 Past Mistakes

Chapter 9 Past Mistakes.

Bumblebee was going to ask Steeljaw what happene to him and Starscream before Predaking attacked them. And was told by Ratchet that Steeljaw had gone to see Starscream in the med bay so that's where the yellow Autobot was heading now.

He got to the door when he heard shouting and saw Megatron leave the room then entered.

"What was the shouting about?" He asked.

"Megatron came in then Starscream just started screaming at him to get out." Steeljaw answered him.

"I don't ever want to see or hear from my old master again unless it's to aim one of my missiles at him." Said Starscream who Bumblebee could tell was mad. "All he's ever done is hurt me."

"I don't know it seemed like he was trying to save you and Steeljaw from Predaking back there." Bumblebee told the seeker.

"Megatron trying to save me that's a laugh." Said Starscream. "Because he only practically blackmailed me into joining the Decepticons, beat me and threatened to kill me on multiple occasions, had me replaced with Arachnid then Dreadwing, poked through my head with the chronic psychic patch and then abandoned me and left me at the mercy of the Predacons." "I can never forgive him for all he did to me."

"It's terrible what you had to go through Starscream but Megatron isn't to blame for all of it you brought a lot of it on yourself because you could have switched sides a number of times but didn't." Bumblebee explained.

"Like you Autobots would have had me I'm just an evil Decepticon who will stab anyone in the back to make sure I get out on top." Starscream deadpanned. "And don't forget I killed your friend Cliffjumper." "I'm sorry." Starscream whispered. But Bumblebee heard him.

"We've all killed members of the other faction it was a war and both sides suffered we all regret things we did but we can't undo the past no matter how bad we may want to all we can do is learn from it and try to do better." Bumblebee told him.

"All I do is cause harm it's all I've ever done." "The only time I've ever done anything good was to further my own gain." Starscream told them then hung his head.

"That's not true Starscream you save me right before Predaking attack us." Steeljaw said to him.

"I would kind of like to hear what happened to you two." Bumblebee asked the two con's.

"OK I'll explain everything." Exclaimed Steeljaw. "It happened like this."

* * *

(Flash back.)

After escaping the Autobot's base the Decepticons had gone to Darkmount with Starscream leading them and Steeljaw as his second in command.

Everything was going well for them until a cybertronian jet showed up and introduced himself as Cyclonus. He had revealed that he was a Decepticon who was part of the counsel of Cybertron and was working with the Quintessons who are planning to take over the universe with the help of the counsel but unbeknownst to the rest of the counsel Cyclonus had made a deal of his own with the Quintessons who are planning to double cross the rest of the counsel and give Cybertron to the Decepticons in exchange for their help. And asked the rest of the Decepticons to join him and had offered to let Starscream stay leader. But to everyone's shock the seeker had declined.

"We can't trust the Quintessons we're better off stopping them instead remember what they did to our kind in the past." Starscream had protested.

"The Quintessons want to give Cybertron to us Decepticons and since Starscream refuses the position I'll take on the role as leader." Cyclonus exclaimed. "Now Decepticons eliminate Starscream if he's not with us he's against us."

"No I agree with Starscream." Said Steeljaw. "The Quintessons will only turn on us like they do everyone if their double crossing the counsel what makes you think they won't do the same to us?"

"Destroy that one too." Cyclonus told the others.

"All hail Cyclonus." The other Decepticons chanted as they opened fire on Starscream and Steeljaw and they both were forced to dodge and duck to avoid being shot.

Then in an effort to avoid one of the blasts Steeljaw ended up tripping and falling off the side of Darkmount and Starscream changed to his jet mode and flew below Steeljaw catching him and saving his life. But only to be shot down by Cyclonus.

After they hit the ground Steeljaw got up and hadn't been hurt badly then Starscream changed back to his cybertronian mode revealing a wound on his midsection where Cyclonus shot him. Steeljaw was about to try to help the injured seeker when a wave of fire shot at them forcing them to dodge again. And when they looked to see where the fire came from it turned out to be Predaking attacking them.

Predaking had been more focused on Starscream so Steeljaw managed to sneak up on him while he was after the seeker and used his claws to scratch him in the optics but this caused the Predacon to hit Starscream with his tail knocking him hard into the side of Darkmount.

All scratching his optics did was make Predaking mad. But luckily Steeljaw was able to grabbed the now unconscious Starscream and get him into a small cave that was near by and that was when he had called Bumblebee and the Autobots for help.

(Flash back ends.)

* * *

"So that's what happened." Steeljaw finished explaining to Bumblebee.

"So now you can put us back in the brig and I promise we won't break out again." Said Starscream and Steeljaw nodded in agreement.

"That won't necessary." Interrupted Optimus Prime who had over heard their story from the hall. "You two have been punished enough." "I would like to ask the two of you to join us and help us save Cybertron from the Quintessons."

"OK but I don't know if I'm deserving of a another chance." Starscream replied with sad optics. "I can't really call myself a Decepticon anymore but I don't know if I'm capable of being an Autobot ether."

"Sure you are Starscream remember how the Dark Starsavor didn't find you worthy well maybe the reason an evil sword didn't find you worthy was because you have to much potential for good." Bumblebee told him. "I mean you saved Steeljaw when he fell off Darkmount."

"And you refused to join up with the Quintessons and we saw you save Knock Out in the med bay when Scorpinock was about to finish him on the camera we had in the med bay." "There is some good in you Starscream so why not show everyone and help us save Cybertron?" Bumblebee asked Starscream. "And you don't even have to be an Autobot if you don't want to or stay a Decepticon just be who you want to be."

"OK count me in." Said Starscream. "And me too." Steeljaw added.

"Great we can work together to stop the Quintessons and the counsel as well as the other Decepticons." Bumblebee exclaimed.

"First we better let Starscream get some rest Ratchet wants him to take it easy until tomorrow." Said Optimus which Starscream didn't object to.

Then they left so Starscream could rest but Starscream stop Steeljaw as he was about to go and told him something.

"Steeljaw do you know why I chose you as my second in command when I was leading the Decepticons back there?" The seeker asked him.

"No why?" Asked Steeljaw.

"Because I see some of myself in you." Starscream told him. "So I want you to promise me you won't go down the same path I did."

"OK I promise." Said Steeljaw before fallowing the others out.

* * *

Later Optimus approached Megatron.

"Megatron why did you fight Predaking earlier?" Asked Optimus.

"He was about to kill Starscream." Megatron replied. "I hurt him so much through out the course of the war as I did with everyone I wanted to try to make up for it even a little." "But he won't even hear me out long enough for me to begin to apologize."

"Give it time and I am sure Starscream will see you are sorry for all you did to him and everyone will see that you have changed for the better." Optimus told him.

"You never change Prime." Megatron said to him. "I want to help you stop the Quintessons."

"Alright then welcome to the team." Optimus replied.

Then the two went down opposite ends of the hall they had been speaking in. But neither of them noticed a pair of red optics watching them that had listened in.

 **To Be Continued.**

 **"Another chapter finished." "So now Starscream and Steeljaw have joined the good guys as well as Megatron." "The dialog in this chapter was a nightmare to come up with hope I didn't wright anyone to out of character." "Well hope you enjoyed this chapter I'll try to have the next one up soon." "Please let me know if I missed any spelling mistakes."**


	10. Chapter 10 In to the Jungle

Chapter 10 In to the Jungle.

The next day Optimus called the team into the main room for a mission.

"Dinobot has informed me that the Quintessons have sent some of their scientists to Jungle planet." Optimus explained. "We don't know why they have gone there but whatever it is it cannot be good."

"So we are splitting into two teams one will go to Jungle planet and find out what the Quintessons are up to there." "While the other will go to Quintessa to find out what the Quintessons are up too." The Prime finished.

So they split into teams and went on their missions Optimus, Bumblebee, Ratchet, Arcee and Smokescreen went to Quintessa. While Sideswipe, Strongarm, Windblade, Megatron, Steeljaw, Starscream and Knock Out went to Jungle planet. And everyone else stayed behind to watch the base.

* * *

"I don't know why I have to go to Jungle planet my poor finish is gonna get totaled." Said Knock Out as he boarded the ship.

"We need a medic on each team in case someone gets injured." Strongarm told him. "And don't worry the rest of us are the ones who are investigating what the Quintessons are doing while you'll stay on the ship in the med bay in case someone gets hurt."

"OK that's better long as I don't have to drive through the jungle." Knock Out exclaimed now very relieved that his paint wasn't going to get scratched.

A few hours later their ship was flying over Jungle planet when they got caught in a strong storm and Sideswipe who was piloting the ship was doing his best to keep it on course and ended up making several really sharp turns one of which ended up slamming Knock Out into the wall and knocking him out cold. Then they made it into the clear.

"Way to go Sideswipe your fancy flying just took out our medic." Strongarm scolded.

"Nice job slick." Windblade deadpanned.

"Hey I got us out of the storm didn't I." Sideswipe defended himself.

"Don't worry he's find just out like a light." Said Steeljaw who examined the unconscious medic. "No body get hurt till he wakes up OK." Everyone chuckled at that.

Then they put Knock Out on a berth in the med bay so he would be comfortable till he woke up.

They continued to fly their ship above the trees and decided to have the flyers on the team Windblade, Megatron and Starscream go out to investigate to see if it was safe to land. While the others watched from the ship.

When suddenly they saw Windblade flying fast with a giant metal centipede chasing her it was huge and stuck out over the trees. And was after Windblade. Starscream and Megatron both saw what was going on and opened fire on it to give Windblade a chance to get back to the ship but now it was after all three of them. As they hurried to get to the ship where it was safe.

Windblade was the first to make it then Starscream but right as Megatron was about to get back in the ship it grabbed him by the leg and pulled him back out.

Before anyone could stop him or even react Starscream changed back to his jet mode and flew out of the ship and opened fire on the centipede. This got it's attention and Megatron was able to get free while the monster was detracted and changed into his alt mode then the two former Decepticons started flying back to the ship.

This time Megatron made it first then Starscream got just inside the door and changed back to his cybertronian mode only to suddenly be grabbed by the wings and yanked back out by the centipede.

Now panic stricken Starscream fired a missile into the creature's face. This caused it to toss him aside and the others could only watch helplessly from the ship as he fell somewhere into the trees. And the centipede continued to go after the ship.

"We have to go back for Starscream." Yelled Megatron.

"First we have to lose this thing." Sideswipe said to him as he continued to fly the ship away from it. And fire on it anytime it got to close but nothing seemed to phase it.

"Well some good news is I think Knock Out is starting to wake up." Strongarm told them. But just then Sideswipe was forced to make another sharp turn and Knock Out ended up falling off the berth and hitting the floor hard. "Never mind." She told them after seeing he was out cold again.

Then to everyone's horror another giant metal centipede was in front of them but Sideswipe managed to fly around it and the one that was chasing them got into a fight with it ether over them or territory. Luckily they were able to use that to escape.

Now they had to find Starscream but had no idea where he landed all of Jungle planet looked the same from above.

They landed in an area that was safe and split up to search for Starscream. Everyone was being careful not to run into anymore aggressive wildlife. And were also keeping an eye out for any Quintessons that might be there.

* * *

Meanwhile Starscream woke up somewhere in the middle of the jungle and slowly pulled himself up.

He felt pain in several places mainly his back his wings had been badly damaged and were leaking energon his side was also leaking energon and he knew he had to find the others and get medical attention or he would bleed out.

But he couldn't fly do to the damage to his wings and couldn't even transform because it was to painful. He had to find help.

Starscream limped through the jungle but every path he took looked the same and he was losing energon fast. He ended up having to stop and rest but then realized he was starting to fall into recharge and if that happened at the rate he was leaking he might not wake up and would bleed out there. so he forced himself back to his feet but suddenly stepped on something.

It was a razor snake. And it suddenly sunk it's fangs into his leg. Starscream managed to kick it away and it hissed at him before it slithered off.

Razor snakes were similar to earth snakes only much bigger and made of metal and had dangerous cyber venom and Starscream had been bitten. Now he was in even more danger because not only was he still bleeding out but now it was only a matter of time before he'd start feeling the affects of the cyber venom. He had to find help and soon.

Starscream started forcing himself to walk he had to stay alert. He was starting to feel the affects of the cyber venom and it was making him tired and he had lost a lot of energon. Starscream was trying desperately to fight the urge to rest knowing if he stopped he wouldn't make it.

Then if he didn't already have it bad enough he tripped over a rock and now was reduced to a crawl.

"No." He moaned. "I can't pass out." "I have to stay alert." "Have to stay awake." Then he felt the cyber venom making him weaker. And his optics were getting heavy. "No wake up." He yelled at himself trying hard to stay online. But it came out more like a whimper.

Then something tackled him and he felt himself slammed into the ground and was now being attacked by a pack of metal wolf like things that almost reminded him of a cross between Steeljaw and a more feral version of Ravage he tried to fend them off but was to sick and tired to fight them. And everything was starting to spin. And it was getting harder and harder to focus. And they were biting him and trying to tare him to pieces.

Just then Starscream heard a shot and one of the wolves fell down dead and the others ran off. Starscream saw Megatron running to where he was before the whole world went dark.

"Starscream!" Megatron yelled at him as he shook the seeker. "Starscream wake up." But Starscream didn't respond.

Megatron quickly rushed Starscream back to the ship for medical attention. Just hoping it wasn't to late.

 **To Be Continued.**

 **"That's all for this chapter will Starscream survive?" "You'll have to wait for the next chapter to find out." "I'll try to have it up soon." "Please let me know if there are any spelling errors I missed."**


	11. Chapter 11 Making Amends

Chapter 11 Making Amends.

Megatron rushed Starscream to the ship for medical attention. He knew the seeker was fading fast and didn't have much time and had to get help as soon as possible.

The rest of the team had already returned to the ship and Knock Out had regained consciousness. As soon as he was in the ship Megatron rushed Starscream to the med bay and put him on the berth and Steeljaw and Knock Out followed them.

"Knock Out he needs treatment." Said Steeljaw.

"Just one question am I a medic?" Asked Knock Out who was still kind of out of it from being knocked out twice.

"Oh no Knock Out was knocked silly." Strongarm said in horror.

"Starscream's doomed." Added Sideswipe.

"Pull yourself together Starscream needs help." Yelled Megatron who hit Knock Out in the helm and the red medic put a hand on his helm.

"I just keep getting hit today." Knock Out complained. "But I think my medical training has come back to me." Then he got to work trying to save Starscream's life.

The seeker was leaking energon from his side and wings and he had scratches all over his frame and was very sick thanks to the cyber venom from when the razor snake had bitten him.

Knock Out gave him an antidote for the venom first then started treating his wounds.

* * *

The others had to wait in the main part of the ship. All of them were worried about Starscream he looked terrible when Megatron brought him in. Then Knock Out came out and everyone was silent waiting to find out what Starscream's condition was.

"Starscream is stable I patched all his injuries and took care of the cyber venom but he still won't regain consciousness and the longer he remains unconscious the slimmer the chance he'll wake up." Knock Out explained with sad optics. "I've done all I can do." But everyone could tell Knock Out wished he could do more.

Megatron just screamed in anger and punched the wall then walked outside of the ship.

Steeljaw followed him out and saw him seated on a rock near where the ship was. And could tell he was worried about Starscream.

"This wouldn't have happened if Starscream had stayed in the ship instead of going back for me." Megatron growled. "That stupid seeker." "He was never a gladiator in the pits of Kaion he didn't stand a chance."

"That stupid seeker saved your spark by giving you that opening to escape." Steeljaw pointed out.

"And possibly at the cost of his own." Said Megatron.

"I've been wondering for a while now how did you meet Starscream?" Steeljaw asked Megatron trying to change the subject.

"It was a long time ago before the war." Megatron told him.

* * *

(Flashback begins.)

Megatronus (long before he had shortened his name to Megatron.) had just finished his fights in the pits for the day and was about to turn in for some recharge in his corridors when he heard what sounded like running and saw a very panicked looking seeker who kept knocking on doors and yelling for help.

"What's going on?" Megatronus asked the seeker.

"My train mate's are being attacked by some of the gladiators." "I escaped because I can teleport but my brothers can't there are to many of them for the three of us to take on they'll kill them." Said the seeker almost in tears.

"I'll help you take me to them." Megatronus told him.

"Ok." The seeker said as he started to lead the way. But just then another seeker flew over then transformed and landed in front of them he was covered in dents and looked like he had just been through something.

"Sky Warp." He yelled to the other seeker Megatronus was with.

"Thundercracker how did you escape?" Asked Sky Warp.

"Starscream told me to fly for it he's trying to take them on by himself." Thundercracker explained. "They'll kill him."

"Not if I can help it take me there." Megatronus told them. Then the two seekers lead him to where they were attacked. And when they got there they saw about ten gladiators beating up a seeker who refused to stay down and was trying desperately to fight back to spite the fact that he was badly injured and greatly out numbered.

"I'll handle this you to go stay with my friend Soundwave he'll keep you safe." Megatronus said as he gave them both the cornets to where Soundwave lived then went down to help their brother.

The seeker was now on the ground but trying to get up because he still wasn't done fighting back his body wouldn't obey but he wouldn't stop trying to pull himself up even though he wasn't getting anywhere.

"I can't believe he's still trying to fight." Said one of the gladiators.

"This one's a real glutton for punishment let put him out of his misery." Said another as two of them grabbed Starscream by each of his arms and held him up by them.

"Let's all take turns punching him and see how many it takes to put him offline." A third one hissed.

"Knock it off!" Yelled Megatronus. "Ten against one is never a fare fight."

"Fine we'll beat you before we finish him." One of the gladiators yelled as the two who were holding Starscream let go of his arms and let him fall to the ground where he laid to weak and tired to move.

Then the gladiators turned on Megatronus only to have him beat all of them he killed six of them the other four retreated in fear.

Then he went over to the downed seeker and started carrying him to the nearest medical building.

"I could have taken them." Starscream said weakly.

"Sure you could have." Megatronus told him with a smile. "You were crazy thinking you could take them by yourself."

"Well I wasn't going to let them kill my train mates with me at lest if I fought alone I would die alone and my brothers would be safe." Starscream told him.

"Why did they attack the three of you?" Asked Megatronus.

"Sky Warp pulled what he ment as a joke and they started attacking him and Thundercracker and I kept them off him so he could get away and then I covered Thundercracker's escape." Starscream explained. "As train leader I had to make sure they were OK." "Then I knew I probably wasn't getting out of there alive so just wanted to do as much damage to those gladiators as possible."

"You don't know when to quit they might have just left you for dead if you had stayed down then you could have waited for help." Megatronus said to Starscream.

"Well I wasn't going to give them the satisfaction of thinking they won." Starscream told him.

"Your stubborn I'm putting together a cause and I think you would make a good second in command." Megatronus told him then noticed Starscream had gone unconscious and they had just arrived at the hospital.

Megatronus got Starscream there just in time and the seeker was as good as new in a few days.

(Flashback ends.)

* * *

"Wow so you saved Starscream's life." Said Steeljaw.

"Yes and I've only hurt him after that." Megatron told Steeljaw "I've caused so much harm to everyone as leader of the Decepticons."

"But your making up for it now." Steeljaw tried to reassure him.

"Yes trying." "And to think my original goal was to bring peace and equality to Cybertron." Megatron told him. "Even the best intentions can bring destruction."

"I was the exact same way." Said Steeljaw.

"At lest you didn't take it as far." Megatron told Steeljaw.

Just then Sideswipe came out. "Guys Knock Out said to get you it's about Starscream."

They didn't even wait for him to finish before they both ran into the ship to find out what was happening to Starscream.

"What wrong with Starscream?" Asked Megatron.

"Nothing he's awake now and wants to see you." Knock Out explained.

Megatron went to the med bay to see Starscream and found him laying in the berth awake and looking up at the ceiling.

"Knock Out said I'm going to be fine after a few days of bed rest." Starscream told him. "And thanks for finding me, saving me and getting me here in time."

"What were you thinking when you flew out of the ship and opened fire on that monster?" Megatron asked Starscream.

"I overheard you talking to Prime back at the base I heard you say you wanted to make up for the way you treated me in the war and I wanted to save you from that thing to show you I forgive you." Starscream replied.

"Thank you." Said Megatron. "Words can't began to make up for all I did to you and the other Decepticons and the Autobots and to Cybertron."

"It's OK I did just as much harm now we can both try to make amends for it." Starscream told him. "I already apologized to Knock Out for everything I did to him." "So maybe we can all move forward and be friends?"

"Yes I'd like that." Said Megatron.

Then the two mechs realized everyone was at the door watching them. Megatron stormed out of the med bay but Strongarm saw him smile when he thought no one was looking and Starscream just rolled his optics.

Then everyone decided to rest and try to find out what the Quintessons were doing the next day to give everyone a chance to recharge.

 **To Be Continued.**

 **"I hope this chapter turned out OK it was a nightmare to wright and come up with." "I'll try to have the next one up soon." Please let me know if there are any spelling mistakes I missed."**


	12. Chapter 12 Crisis on Quintessa

Chapter 12 Crisis on Quintessa.

The next day the team on Jungle Planet went out to see if they could find out what the Quintessons were up to. Except for Starscream and Knock Out who stayed on the ship because after what happened the day before everyone wanted the seeker to take it easy. And as the medic Knock Out stayed behind to have the med bay ready in case someone else got hurt.

The rest of the team had gone into the jungle and had come across some Quintessons who were mining something which turned out to be red energon.

"What do they want that for?" Asked Sideswipe. "The Quintessons don't look like the kind who'd want super speed."

"Their probably planing to use it as a power source for something." Said Strongarm. "But what?"

"Beat's me." Windblade added.

"Well knowing the Quintessons whatever it is can't be good." Megatron told them.

Then they overheard the Quintessons say they knew some of the cybertronians were at Quintessa and were planing to trap them.

So they hurried back to the ship and explained everything to Knock Out and Starscream.

"We have to find a way to warn our friends on Quintessa that their walking into a trap." Said Knock Out. "But the communications are down."

"There is a way we can warn them." Steeljaw spoke up. "Before we left Cybertron me and Ratchet worked together to install a space bridge on both ships in case of an emergency like this we could send someone to the other ship unfortunately it only has enough juice to send two of use there."

"So we'll send Knock Out and Starscream because they could probably use another medic over there and their team didn't have a flyer." Said Strongarm and the others agreed.

"You two will have to use the space bridge and the rest of us will be along as soon as we can get the ship there." Megatron told Starscream and Knock Out who then walked through the space bridge and then it shorted out because Steeljaw wasn't kidding when he said it could only transport two.

Then the others got the ship off the ground and set a course for Quintessa.

* * *

Meanwhile Starscream and Knock Out came out on the other end in their friend's ship and told them what was going on. Then noticed Arcee wasn't there and Optimus explained that she had gone out to scout the area but had been gone for awhile now and they were starting to worry.

So Starscream took off to look for her while the others discussed what they should do since the Quintessons knew they were there.

Starscream was flying around in his jet mode hoping to get a birdseye view to find Arcee quicker and being careful not to be detected at the same time.

Then he saw Arcee in her motorcycle form and tried to call her com-link but she didn't answer it and kept driving it must have been turned off or Quintessa had a lousy reception so Starscream started flying after her and was starting to feel uneasy because they were getting farther and farther away from where the others were. And something seemed off.

Then he saw her stop and change back to her cybertronian mode then turned to where Starscream was hovering in his jet mode and stood there. She must have realize he'd been following her and trying to get her attention.

"Arcee I was starting to think you'd never stop now let's go back to the ship and I'll explained what I'm doing here on the way." Starscream told her then turned to lead the way back to the ship but suddenly felt something jab into his neck cables and turned to see Arcee had stabbed him in the neck with a syringe and was trying to restrain him.

"Arcee what's going on?" Asked a panicked Starscream. "What did you just inject me with?"

Starscream managed to break free from the grip Arcee had on him and knowing something was wrong he started to run back to the others only to suddenly feel dizzy as everything was becoming fuzzy and distorted what Arcee had injected Starscream with was some kind of tranquilizer. And the seeker was now struggling to fight the affects.

"Why are you doing this?" Starscream asked now struggling to speck.

Then he ended up falling face first to the ground but was still trying hard to stay conscious. He was having trouble keeping his optics open and trying to use his arms to push himself back up but couldn't get his body to cooperate. All his movements were weak and shaky. Until Arcee hit him across the helm and everything went black.

* * *

Starscream woke up sometime later still droggy from the tranquilizer and realized he was strapped to a berth in some kind of lab or med bay he noticed there was a lot of medical equipment in the room and that Arcee was standing next to the door as he slowly came back to himself.

"Arcee why did you knock me out then bring me here?" Asked a frightened Starscream. "Is this some kind of joke?" "Please tell me this is some kind of joke." Then Starscream noticed Arcee's optics were white instead of blue. "No the Quintessons did something to you didn't they."

"You are correct." Said a Quintessons who entered the room.

"What did you do to Arcee?" Yelled a now angry Starscream.

"The same thing I'm doing to you." Said the Quintessons who then put a mask over Starscream that started pumping Cryo gas into him the seeker struggled for only a few moments before going into stasis.

* * *

Meanwhile the others were at the ship trying to figure out what to do since the Quintessons knew they were there.

Suddenly a bunch of Sharkicons showed up. To many for them to fight off and Optimus, Bumblebee and Ratchet were taken into the Quintesson's fortress. But Smokescreen and Knock Out who were in the med bay at the time managed to hide and turned on the ship's clocking device and moved to a safe location.

"What do we do Arcee and Starscream aren't back yet and the others have been captured." Asked Knock Out.

"First we're gonna call the others on Cybertron and tell them what the situation is." Smokescreen told him.

Then they called the Autobot base on Cybertron and Ultra Magnus answered and told them they would take a ship and be there as soon as they could but it would take awhile for them to reach Quintessa. Then hung up to get ready. And it would take the team coming from Jungle planet just as long. to long.

"Looks like it's up to us." Said Smokescreen. "We need to sneak into that building and find out where everyone is being held and find a way to free them."

"We can split up to cover more ground but we have to be careful not to be seen, captured or both." Knock Out added. "By splitting up it means if they do happen to capture one of us the other will still be free and it will be easier to sneak around that way."

So the two mechs quietly walked off the ship and snuck into the building then saluted each other before going down opposite hallways.

 **To Be Continued.**

 **"The team on Quintessa is in a pretty tight spot but hopefully Smokescreen and Knock Out can do something." "yeah it's a bad day for the Transformers XD." "Sorry if this chapter seemed short but it was another filler the next one will be better and I'll try to have it up soon." "Please let me know if I missed any spelling errors."**


	13. Chapter 13 Final

Chapter 13 Final.

Smokescreen walked down the hallway in the Quintessons's building trying to find where the Autobots were being kept.

When he came to a room where he saw Starscream laying on a berth unconscious while a Quintesson was doing something to his helm.

Smokescreen blasted the Quintesson away from Starscream blowing it to bits in the process. Then went over to check on his friend. And found Starscream's helm was open in the back and some wires were loose so Smokescreen put them what he thought was back in place then closed Starscream's helm and took the mask that was over his face off. And Starscream slowly came out of stasis.

"Starscream are you OK looks like they were trying to reprogram you." Smokescreen asked concerned about the seeker.

Starscream tried to reply only to have words Smokescreen didn't understand come out. Starscream's optics widened realizing he was speaking a different language.

"Sorry I think when I reattached those wires I may have set you vocal processor on Japanese by mistake." Smokescreen explained. Then Starscream gave him a mad look that said "This is all your fault."

"Hear me out that Quintesson had your helm wide open how was I supposed tell what wire went where." Smokescreen defended himself. "I'll get you to Knock Out so he can put you back to normal."

Then they found out Starscream couldn't move his arms or legs because of something the Quintessons did. So Smokescreen half dragged half carried him down the hall and ended up running Starscream face first into the wall.

"Sorry Scream." Smokescreen apologized. And Starscream made a face that asked "Are you trying to kill me?"

Then Smokescreen dropped him and Starscream yelled at him in Japanese that didn't sound like it was nice Japanese. Then looked at him like "You did this to me."

Then they found Knock Out and Smokescreen explained what happened and they found a staircase and started to go up it but ended up hitting Starscream's helm on the ceiling and both apologized to him.

When they got to the top Knock Out decided to try to fix Starscream. And opened his helm then put the wire back where they belonged but said it might take a while before Starscream could move his arms or legs. But he and Smokescreen forgot they had to hold Starscream up and let go of him and he fell down the staircase.

"Starscream!" Knock Out and Smokescreen both yelled at once. Starscream hit the floor and when he did it caused him to fire one of his missiles through the roof.

"Bang." Starscream said before passing out because he'd knocked himself silly. Then he came to a few minutes later on the Autobot's ship where Knock Out and Smokescreen had moved him.

"That was not pleasant." Said Starscream. "Oh thank goodness I'm talking normal again."

"I fixed it before you fell down the stairs." Knock Out told him. "For awhile you sounded like you should have been voicing anime characters."

Then they decided to turn to more serious things and try to save the others and Starscream stood up and was glad to find his arms and legs were back to normal now too. And he, Knock Out and Smokescreen went to find where their friends were being held.

* * *

Meanwhile the Optimus, Ratchet and Bumblebee were brought in to a court room where they were being put on trial which the Quintessons loved doing to their victims.

The Quintessons found them Innocent which to the Quintessons is the highest crime so they dropped them into their Paranacon pit and the three of them were working together to fight them off. But they just kept coming one after another.

Just when all hope seemed lost a ship crashed through the side of the building and out came Megatron, Sideswipe, Strongarm, Windblade and Steeljaw who had just gotten there from Jungle planet. And started helping them fight the Paranacons, Sharkicons and Quintessons.

But unfortunately the ship was destroyed in the chaos. So the Autobots and former Decepticons would have to find their way out to get to where the other ship was to get off the planet.

And they found out the red energon the Quintessons had gotten from Jungle planet was to power their ships so they could invade planets so fast the population wouldn't know what hit them. The Autobots couldn't let that happen. But right now there was so much fighting going on that they couldn't get to where the ships were.

* * *

Meanwhile Starscream, Knock Out and Smokescreen had found where the ships were and saw the red energon hadn't been used yet. They had to destroy those ships.

So While Starscream and Knock Out stayed to figure out how to get rid of the ships Smokescreen ran off down the hall to look for the others.

Then Starscream and Knock Out were trying to think of what to do about the ships when Arcee who was still under the Quintessons mind control. Attacked them. Knock Out got her to chase him out of the room. Starscream started to run after them to help Knock Out but the red medic told him to stay and do something about those ships. And the seeker reluctantly obeyed.

Knock Out lead Arcee out of the building and to where their ship was then he decided to hide on the ship where it was safe till he could figure out how to help Arcee. But unfortunately she found him.

And tried to tackle him and ended up damaging the ships control panel and knocked the cherry colored mech to the floor.

Now Arcee was standing over Knock Out and beating him. While he was desperately trying to reach his energon probe that had been knocked across the floor.

"Arcee please stop this." Knock Out pleaded. "I know you told me to promise you that if we ever had to fight each other again that I wouldn't hold back." Then Knock Out managed to grab his energon probe. "But I can not hold back and still not take your spark!" He said as he zapped Arcee with his probe!

Arcee fell to the ground unconscious then Knock Out put her on the medical berth and got to work undoing the Quintessons mind control. A few minutes later Arcee came back online and Knock Out was relieved to see her optics were blue again and she was back to normal.

"What happened?" She asked.

"The Quintessons had you under some kind of mind control but I fixed it." Knock Out explained. "So you don't remember anything that happened when you were under their control?"

"Only bits and pieces." Arcee explained then her optics widened. "Oh no Starscream." "The Quintessons had me capture him for them and their doing the something to him."

"Don't worry me and Smokescreen already rescued Screamer and he's fine." Knock Out told Arcee. Which she was glad to hear.

Then they realize the control panel was damaged beyond repair and decided to find the others hoping they'd have another way to get off the planet.

* * *

Then they came to the room where the others were at the sometime Smokescreen did. And started helping fight Quintessons, Sharkicons and Paranacons then a ship landed this time it was the team from Cybertron and everyone got in the ship to get off Quintessa and regroup and figure out how to stop the Quintessons.

"Wait where's Starscream?" Asked Smokescreen.

"He was trying to figure out a way to destroy the Quintessons's ships so they can't invade any other planets." "When Arcee chased me out of the room while she was brain washed." Knock Out explained.

Just then they got a call over the ships transmission and it was from Starscream.

"Starscream we're on a ship about to regroup to figure out what to do about the Quintessons's ships we'll pick you up outside the building." Megatron explained.

"Your all on a ship good but don't come back for me it's important you get into orbit as soon as possible I found a way to blow up all the ships by blowing up the red energon with some explosives I found unfortunately it will take the whole planet Quintessa with it." Starscream explained. "I have to stay and trigger it."

"But you'll never be able to get clear in time." Megatron told him. "Starscream get out here to the ship and we'll find another way."

"I'm sorry master there is no other way." Starscream told him. "Now get clear I'm about to trigger the explosion."

"No Starscreeam!" Megatron shouted over the com-link as they were cut off. Then they were forced to fly the ship into orbit as the planet began to explode. And they made it just in time as Quintessa was blown to bits.

Then they all sadly looked out the window of the ship.

"I can't believe Starscream's gone." Said Steeljaw.

"He sacrificed himself to stop the Quintessons." Knock Out added with sad optics.

"He died a hero." Bumblebee said looking at the floor.

"Starscream was a brave mech in his last moments." Said Megatron.

"He showed valour worthy of a Prime." Said Optimus.

Then they were all silent.

"Don't stop now I have a lot more great qualities you haven't listed." Said Starscream from behind them.

"Starscream?" Everyone said at once.

"How did you survive that and get on the ship?" Asked Knock Out.

"I used some of the red energon and it aloud me to move fast enough to get clear and on to the ship just in time." The seeker explained.

"Well we are glad you are alright Starscream." Optimus told him. "Now let set a course back to Cybertron now that the Quintessons will not be a problem again.

Then everyone went back to Cybertron and dropped Bumblebee and his team off on Earth the next day so they could complete their mission there.

 **The End.**

 **"Hope I ended this story OK this was the best I could come up with." "Thank you to all the readers who favorited and followed this." "Feel free to check out my other stories." "And please let me know if I missed any spelling mistakes."**


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